Cravath, Swaine & Moore LLP Logo
  • Practices
  • People
  • Careers
  • News & Insights
  • Practices
  • People
  • Careers
  • News & Insights
  • Our Story
  • The Cravath System
  • Diversity & Inclusion
  • Pro Bono
  • Alumni Journal
  • 200.Cravath

Cravath’s London Office Moves to 100 Cheapside

Read More

Practices

Executive Compensation and Benefits

Executive Compensation and Benefits

Cravath’s Executive Compensation and Benefits Department advises U.S. and multinational clients in all aspects of compensation and benefits. Executive compensation and employee benefit issues are central concerns in most corporate transactions. Our lawyers are experienced at analyzing the corporate governance implications and legal and financial risks associated with compensation and benefit arrangements, as well as navigating interrelated securities law, disclosure, investor relations, tax, ERISA and accounting issues.

The compensation and benefit matters that arise in merger and acquisition transactions are the primary focus of the Department. Our lawyers negotiate key terms of acquisition agreements, develop executive succession arrangements and design and implement new compensation and benefit plans.

In addition to our transactional experience, our executive compensation and benefits lawyers work closely with our litigators to handle matters involving employment, employee benefits and ERISA issues, including in class action lawsuits that may be intertwined with securities and shareholder derivative cases. We have broad experience in disputes that involve employee noncompetition and nonsolicitation agreements, internal investigations of claims of executive misconduct, modifications of employee retirement and benefits agreements and whistleblower claims.

We also advise our clients in connection with the complexities of their ongoing compensation and benefits practices. We help prepare the executive compensation disclosure in annual proxy statements for public companies, including the CD&A and any management compensation proposals, such as say‑on‑pay and approval of new equity compensation plans. In addition, we counsel our clients on the increasingly important issue of investor relations, including the management of relations with corporate governance watchdogs such as ISS/Glass Lewis and major institutional shareholders, as well as in defense against activist shareholders. We are also frequently asked to represent CEOs and other senior executives and corporate clients in crafting individual employment and severance agreements.

Cravath has been consistently named a leading firm for executive compensation and benefits by numerous third‑party publications and has been twice named a Benefits Practice Group of the Year by Law360. Our lawyers regularly earn plaudits from their clients and peers in the market:

  • “The team is particularly good at managing exceptionally complex topics and processes, and can articulate arcane legal intricacies in an especially user-friendly way. It is a rare combination of skills.” The Legal 500 US
  • “Cravath is amazing and just becomes part of the team. They are reliable and they are at the next step before you.” Chambers USA
  • “I hold Cravath in high esteem. On the simple and more complicated transactions, the firm provides expert counsel and priority responses, which helps us achieve our goals.” Chambers USA
  • “They provide a combination of competence and customer service that is unequaled.” Chambers USA
  • The Cravath team is “extremely knowledgeable across strategic and tactical issues with a very pragmatic and common-sense approach to problem solving.” The Legal 500 US
  • “Cravath attorneys have been fantastic to work with. They are very capable legally of course, but also help me to think through the business implications of negotiations as well.” Chambers USA

The compensation and benefit matters that arise in merger and acquisition transactions are the primary focus of the Department. Our lawyers negotiate key terms of acquisition agreements, develop executive succession arrangements and design and implement new compensation and benefit plans.

In addition to our transactional experience, our executive compensation and benefits lawyers work closely with our litigators to handle matters involving employment, employee benefits and ERISA issues, including in class action lawsuits that may be intertwined with securities and shareholder derivative cases. We have broad experience in disputes that involve employee noncompetition and nonsolicitation agreements, internal investigations of claims of executive misconduct, modifications of employee retirement and benefits agreements and whistleblower claims.

We also advise our clients in connection with the complexities of their ongoing compensation and benefits practices. We help prepare the executive compensation disclosure in annual proxy statements for public companies, including the CD&A and any management compensation proposals, such as say‑on‑pay and approval of new equity compensation plans. In addition, we counsel our clients on the increasingly important issue of investor relations, including the management of relations with corporate governance watchdogs such as ISS/Glass Lewis and major institutional shareholders, as well as in defense against activist shareholders. We are also frequently asked to represent CEOs and other senior executives and corporate clients in crafting individual employment and severance agreements.

Cravath has been consistently named a leading firm for executive compensation and benefits by numerous third‑party publications and has been twice named a Benefits Practice Group of the Year by Law360. Our lawyers regularly earn plaudits from their clients and peers in the market:

  • “The team is particularly good at managing exceptionally complex topics and processes, and can articulate arcane legal intricacies in an especially user-friendly way. It is a rare combination of skills.” The Legal 500 US
  • “Cravath is amazing and just becomes part of the team. They are reliable and they are at the next step before you.” Chambers USA
  • “I hold Cravath in high esteem. On the simple and more complicated transactions, the firm provides expert counsel and priority responses, which helps us achieve our goals.” Chambers USA
  • “They provide a combination of competence and customer service that is unequaled.” Chambers USA
  • The Cravath team is “extremely knowledgeable across strategic and tactical issues with a very pragmatic and common-sense approach to problem solving.” The Legal 500 US
  • “Cravath attorneys have been fantastic to work with. They are very capable legally of course, but also help me to think through the business implications of negotiations as well.” Chambers USA
  • Deals & Cases
  • Recent News & Insights

Deals & Cases

May 09, 2025

TaskUs’s Take‑Private Acquisition by its Co‑Founders and Blackstone

On May 9, 2025, TaskUs, Inc. (“TaskUs”), a leading provider of outsourced digital services and next‑generation customer experience to companies, announced it has entered into a definitive agreement to become a privately held company. Under the terms of the agreement, an affiliate of Blackstone, TaskUs Co‑Founder and Chief Executive Officer Bryce Maddock and TaskUs Co‑Founder and President Jaspar Weir (collectively the “Buyer Group”) will acquire 100% of the outstanding shares of Class A common stock they do not already own for $16.50 per share in an all-cash transaction. Upon completion of the transaction, the Company’s Class A common stock will no longer be listed on any public market. The TaskUs Board of Directors has approved the transaction upon the unanimous recommendation of a special committee of independent directors (the “Special Committee”), which was formed on March 20, 2025, in response to interest expressed by the Buyer Group in exploring a possible transaction. Cravath is representing the Special Committee in connection with the transaction.

Deals & Cases

May 07, 2025

Costamare’s Spin‑Off of Costamare Bulkers

On May 7, 2025, Costamare Inc. (“Costamare”) announced that it has completed the spin‑off of its dry bulk business into a standalone public company, Costamare Bulkers Holdings Limited (“Costamare Bulkers”). Each holder of Costamare common shares received one common share of Costamare Bulkers for every five Costamare common shares held as of the close of business on April 29, 2025. Cravath represented Costamare in connection with the transaction.

Deals & Cases

May 07, 2025

Westinghouse Air Brake Technologies Corporation’s $2.725 Billion of Credit Facilities

Cravath represented the administrative agent, joint lead arranger and joint bookrunner in connection with $2.725 billion of credit facilities made available to Westinghouse Air Brake Technologies Corporation and certain of its subsidiaries. Westinghouse Air Brake Technologies Corporation is a leading global provider of equipment, systems, digital solutions, and value-added services for the freight and transit rail sectors. The facilities consisted of a $2 billion revolving credit facility and a $725 million delayed draw term loan facility. The transaction closed on April 23, 2025.

Deals & Cases

May 02, 2025

Keysight Technologies, Inc.’s Registered Debt Offering

Cravath represented the underwriters in connection with the $750 million registered debt offering of Keysight Technologies, Inc., a global leader in high value, mission critical electronic design and test solutions based on sales of tools and software used by engineers to design and optimize electronic products across various industries. The transaction closed on April 17, 2025.

Deals & Cases

April 24, 2025

FactSet Research Systems Inc.’s $1.5 Billion of Credit Facilities

Cravath represented the borrower, FactSet Research Systems Inc., in connection with the arrangement of $1.5 billion of credit facilities used to refinance existing indebtedness and for working capital and other general corporate purposes. The facilities consisted of a $1 billion revolving credit facility and a $500 million term loan facility. The transactions closed on April 8, 2025.

Activities

February 28, 2025

Cravath and Harvard Law School Host International Fellowship Event

On February 26, 2025, Cravath and Harvard Law School hosted a program to celebrate the work of the Cravath International Fellows, which was held in Cambridge, Massachusetts. Established in 2006 by Cravath partners who are Harvard Law School alumni, under the leadership of the late Robert D. Joffe, the Cravath International Fellowships program provides financial assistance, including travel and living expenses, to students pursuing academic projects during their Winter Term with an international, transnational or comparative law focus. Approximately 12 Cravath International Fellowships are awarded annually.

Publications

February 11, 2025

G.J. Ligelis Jr., Alyssa Caples, Chris Fargo and Maggie Segall Co‑Author U.S. Chapters of Chambers “Investing In… 2025” Guide

Cravath partners G.J. Ligelis Jr., Alyssa K. Caples, Christopher K. Fargo and Margaret T. Segall co‑authored the U.S. Law & Practice chapter of the fifth edition of Chambers “Investing In… 2025” Guide, which was published in January 2025. The guide, which is part of the publisher’s Global Practice Guides series, examines country‑specific legal issues that arise from foreign direct investment (“FDI”) and cross‑border transactions in the more than 30 jurisdictions covered. The U.S. Law & Practice chapter surveys the legal system and regulatory framework for FDI in the country, analyzing the economic climate, as well as considerations related to mergers and acquisitions, corporate governance, capital markets, antitrust, national security, tax, employment and intellectual property.

Publications

February 06, 2025

Cravath Venture Capital & Growth Equity Insights: 2024 Recap and 2025 Outlook

On February 5, 2025, Cravath published the latest edition of its Cravath Venture Capital & Growth Equity Insights newsletter (formerly the Cravath Emerging Company and Venture Capital Insights newsletter), entitled “2024 Recap and 2025 Outlook.” The newsletter provides an overview of global venture capital and related activity during the second half of 2024 and examines emerging fundraising opportunities, key exit trends and increasing secondaries markets activity; offers insights on artificial intelligence investment and cryptocurrency valuation; and provides updates on regulatory developments.

Publications

February 04, 2025

Rachel Skaistis, Eric Hilfers and Jenny Zhang Author U.S. Chapter of IEL’s 2025 Guide to Workplace Investigations

Cravath partners Rachel G. Skaistis and Eric W. Hilfers, and of counsel Jenny X. Zhang, authored a chapter on key issues that organizations need to consider as they initiate, conduct and conclude investigations in the U.S. for International Employment Lawyer’s “Guide to Workplace Investigations,” which was published in January 2025. The chapter reviewed who should conduct a workplace investigation, what data protection or other regulations apply when gathering physical evidence, what confidentiality obligations apply during an investigation and more.

Publications

February 03, 2025

Cravath Releases Second Issue of Alumni Journal Publication

In January 2025, Cravath released the second issue of its Alumni Journal, a digital publication dedicated to highlighting the vibrancy of the Firm’s global alumni community. In each edition, the Journal features stories from Cravath alumni at various stages of their careers; updates from across the Firm’s New York, London and Washington, D.C. offices; insights into pro bono and other Firm partnerships; and facts and stories from the Firm’s more than 200‑year history. 

Deals & Cases

May 09, 2025

TaskUs’s Take‑Private Acquisition by its Co‑Founders and Blackstone

On May 9, 2025, TaskUs, Inc. (“TaskUs”), a leading provider of outsourced digital services and next‑generation customer experience to companies, announced it has entered into a definitive agreement to become a privately held company. Under the terms of the agreement, an affiliate of Blackstone, TaskUs Co‑Founder and Chief Executive Officer Bryce Maddock and TaskUs Co‑Founder and President Jaspar Weir (collectively the “Buyer Group”) will acquire 100% of the outstanding shares of Class A common stock they do not already own for $16.50 per share in an all-cash transaction. Upon completion of the transaction, the Company’s Class A common stock will no longer be listed on any public market. The TaskUs Board of Directors has approved the transaction upon the unanimous recommendation of a special committee of independent directors (the “Special Committee”), which was formed on March 20, 2025, in response to interest expressed by the Buyer Group in exploring a possible transaction. Cravath is representing the Special Committee in connection with the transaction.

Deals & Cases

May 07, 2025

Costamare’s Spin‑Off of Costamare Bulkers

On May 7, 2025, Costamare Inc. (“Costamare”) announced that it has completed the spin‑off of its dry bulk business into a standalone public company, Costamare Bulkers Holdings Limited (“Costamare Bulkers”). Each holder of Costamare common shares received one common share of Costamare Bulkers for every five Costamare common shares held as of the close of business on April 29, 2025. Cravath represented Costamare in connection with the transaction.

Deals & Cases

May 07, 2025

Westinghouse Air Brake Technologies Corporation’s $2.725 Billion of Credit Facilities

Cravath represented the administrative agent, joint lead arranger and joint bookrunner in connection with $2.725 billion of credit facilities made available to Westinghouse Air Brake Technologies Corporation and certain of its subsidiaries. Westinghouse Air Brake Technologies Corporation is a leading global provider of equipment, systems, digital solutions, and value-added services for the freight and transit rail sectors. The facilities consisted of a $2 billion revolving credit facility and a $725 million delayed draw term loan facility. The transaction closed on April 23, 2025.

Deals & Cases

May 02, 2025

Keysight Technologies, Inc.’s Registered Debt Offering

Cravath represented the underwriters in connection with the $750 million registered debt offering of Keysight Technologies, Inc., a global leader in high value, mission critical electronic design and test solutions based on sales of tools and software used by engineers to design and optimize electronic products across various industries. The transaction closed on April 17, 2025.

Deals & Cases

April 24, 2025

FactSet Research Systems Inc.’s $1.5 Billion of Credit Facilities

Cravath represented the borrower, FactSet Research Systems Inc., in connection with the arrangement of $1.5 billion of credit facilities used to refinance existing indebtedness and for working capital and other general corporate purposes. The facilities consisted of a $1 billion revolving credit facility and a $500 million term loan facility. The transactions closed on April 8, 2025.

Activities

February 28, 2025

Cravath and Harvard Law School Host International Fellowship Event

On February 26, 2025, Cravath and Harvard Law School hosted a program to celebrate the work of the Cravath International Fellows, which was held in Cambridge, Massachusetts. Established in 2006 by Cravath partners who are Harvard Law School alumni, under the leadership of the late Robert D. Joffe, the Cravath International Fellowships program provides financial assistance, including travel and living expenses, to students pursuing academic projects during their Winter Term with an international, transnational or comparative law focus. Approximately 12 Cravath International Fellowships are awarded annually.

Publications

February 11, 2025

G.J. Ligelis Jr., Alyssa Caples, Chris Fargo and Maggie Segall Co‑Author U.S. Chapters of Chambers “Investing In… 2025” Guide

Cravath partners G.J. Ligelis Jr., Alyssa K. Caples, Christopher K. Fargo and Margaret T. Segall co‑authored the U.S. Law & Practice chapter of the fifth edition of Chambers “Investing In… 2025” Guide, which was published in January 2025. The guide, which is part of the publisher’s Global Practice Guides series, examines country‑specific legal issues that arise from foreign direct investment (“FDI”) and cross‑border transactions in the more than 30 jurisdictions covered. The U.S. Law & Practice chapter surveys the legal system and regulatory framework for FDI in the country, analyzing the economic climate, as well as considerations related to mergers and acquisitions, corporate governance, capital markets, antitrust, national security, tax, employment and intellectual property.

Publications

February 06, 2025

Cravath Venture Capital & Growth Equity Insights: 2024 Recap and 2025 Outlook

On February 5, 2025, Cravath published the latest edition of its Cravath Venture Capital & Growth Equity Insights newsletter (formerly the Cravath Emerging Company and Venture Capital Insights newsletter), entitled “2024 Recap and 2025 Outlook.” The newsletter provides an overview of global venture capital and related activity during the second half of 2024 and examines emerging fundraising opportunities, key exit trends and increasing secondaries markets activity; offers insights on artificial intelligence investment and cryptocurrency valuation; and provides updates on regulatory developments.

Publications

February 04, 2025

Rachel Skaistis, Eric Hilfers and Jenny Zhang Author U.S. Chapter of IEL’s 2025 Guide to Workplace Investigations

Cravath partners Rachel G. Skaistis and Eric W. Hilfers, and of counsel Jenny X. Zhang, authored a chapter on key issues that organizations need to consider as they initiate, conduct and conclude investigations in the U.S. for International Employment Lawyer’s “Guide to Workplace Investigations,” which was published in January 2025. The chapter reviewed who should conduct a workplace investigation, what data protection or other regulations apply when gathering physical evidence, what confidentiality obligations apply during an investigation and more.

Publications

February 03, 2025

Cravath Releases Second Issue of Alumni Journal Publication

In January 2025, Cravath released the second issue of its Alumni Journal, a digital publication dedicated to highlighting the vibrancy of the Firm’s global alumni community. In each edition, the Journal features stories from Cravath alumni at various stages of their careers; updates from across the Firm’s New York, London and Washington, D.C. offices; insights into pro bono and other Firm partnerships; and facts and stories from the Firm’s more than 200‑year history. 

Explore

People in
Executive Compensation and Benefits

Cravath Bicentennial

Celebrating 200 years of partnership. In 2019, we celebrated our bicentennial. Our history mirrors that of our nation. Integral to our story is our culture.

Explore

Cravath, Swaine & Moore LLP Logo
  • CONTACT US
  • OUR STORY
  • ALUMNI PORTAL
  • DISCLAIMERS & NOTICES

Attorney Advertising. ©2025 Cravath, Swaine & Moore LLP.